Bond Duchy Energy Corp 0.827% ( US26441CBD65 ) in USD

Duchy Energy Corp

100 % ▼

United States

US26441CBD65 ( in USD )

0.827% per year ( payment 4 times a year)

10/03/2022 - Bond has expired

Prospectus brochure of the bond Duke Energy Corp US26441CBD65 in USD 0.827%, expired

1 000 USD

300 000 000 USD

26441CBD6

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

Duke Energy Corporation is a Fortune 250 energy holding company that serves approximately 8 million customers in six U.S. states, primarily generating electricity from a diverse portfolio including nuclear, coal, natural gas, solar, and hydroelectric power.

The Bond issued by Duchy Energy Corp ( United States ) , in USD, with the ISIN code US26441CBD65, pays a coupon of 0.827% per year.
The coupons are paid 4 times per year and the Bond maturity is 10/03/2022

The Bond issued by Duchy Energy Corp ( United States ) , in USD, with the ISIN code US26441CBD65, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Duchy Energy Corp ( United States ) , in USD, with the ISIN code US26441CBD65, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5 1 a19-5892_1424b5.htm 424B5

Filed pursuant to Rule 424(b)(5)
Registration No. 333-213765

CALCULATION OF REGISTRATION FEE

Proposed
Proposed
maximum
maximum
Amount of
Amount to be
offering price
aggregate
registration
Title of each class of securities to be registered
registered
per unit
offering price
fee(1)

Floating Rate Senior Notes due 2022
$
300,000,000
100.00% $
300,000,000
$
36,360.00

3.227% Senior Notes due 2022
$
300,000,000
100.00% $
300,000,000
$
36,360.00

Total Senior Notes
$
600,000,000
$
600,000,000
$
72,720.00

(1)
The filing fee, calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, has been transmitted to the Securities

and Exchange Commission in connection with the securities offered by means of this prospectus supplement.

Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-213765

PROSPECTUS SUPPLEMENT
(To Prospectus dated January 26, 2017)

$600,000,000

$300,000,000 Floating Rate Senior Notes due 2022
$300,000,000 3.227% Senior Notes due 2022

Duke Energy Corporation is offering $600,000,000 aggregate principal amount of Senior Notes in two series. We are offering $300,000,000
aggregate principal amount of Floating Rate Senior Notes due 2022 (the "Floating Rate Notes") and $300,000,000 aggregate principal amount of
3.227% Senior Notes due 2022 (the "Fixed Rate Notes," and together with the Floating Rate Notes, the "Notes"). The per annum interest rate on
the Floating Rate Notes will be reset quarterly based on the three-month LIBOR plus 65 basis points. The per annum interest rate on the Fixed
Rate Notes will be 3.227%.

We will pay interest on the Floating Rate Notes quarterly in arrears on March 11, June 11, September 11 and December 11 of each year,
beginning on June 11, 2019. The Floating Rate Notes will mature as to principal on March 11, 2022. We will pay interest on the Fixed Rate Notes
semi-annually in arrears on March 11 and September 11 of each year, beginning on September 11, 2019. The Fixed Rate Notes will mature as to
principal on March 11, 2022.

We may redeem the Fixed Rate Notes at our option at any time, in whole or in part and from time to time, at the applicable redemption price,
as described in this prospectus supplement under the caption "Description of the Notes--Fixed Rate Notes--Optional Redemption." We may not
redeem the Floating Rate Notes prior to maturity. The Notes will not have the benefit of any sinking fund. The Notes will be our direct, unsecured
and unsubordinated obligations, ranking equally in priority with all of our existing and future unsecured and unsubordinated indebtedness and
senior in right of payment to all of our existing and future subordinated debt.

The Notes will not be listed on any securities exchange or included in any automated quotation system. Currently, there is no public market
for the Notes. Please read the information provided under the caption "Description of the Notes" in this prospectus supplement and "Description of
Debt Securities" in the accompanying prospectus for a more detailed description of the Notes.
https://www.sec.gov/Archives/edgar/data/1326160/000110465919013328/a19-5892_1424b5.htm[3/7/2019 2:13:47 PM]

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus
supplement.

Proceeds to Duke
Underwriting
Energy Corporation
Price to Public(1)
Discount(2)
Before Expenses

Per Floating Rate Note
100.00%
0.350%
99.650%

Total Floating Rate Notes
$
300,000,000
$
1,050,000
$
298,950,000

Per Fixed Rate Note
100.00%
0.350%
99.650%

Total Fixed Rate Notes
$
300,000,000
$
1,050,000
$
298,950,000

(1) Plus accrued interest from March 11, 2019, if settlement occurs after that date.

(2) The underwriters have agreed to reimburse us for a portion of our expenses incurred in connection with these offerings. See "Underwriting

(Conflicts of Interest)."

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.

We expect the Notes to be ready for delivery only in book-entry form through the facilities of The Depository Trust Company for the accounts
of its participants, including Clearstream Banking, S.A. and Euroclear Bank S.A./N.V., on or about March 11, 2019.

Joint Book-Running Managers

J.P. Morgan
Scotiabank

Co-Manager

KeyBanc Capital Markets

The date of this prospectus supplement is March 6, 2019.

Table of Contents

You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying
prospectus and any free writing prospectus authorized by us. We have not, and the underwriters have not, authorized anyone to provide
you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We
are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer is not permitted. You
should not assume that the information contained in or incorporated by reference in this prospectus supplement, the accompanying
prospectus or any free writing prospectus authorized by us is accurate as of any date other than the date of the document containing the
information or such other date as may be specified therein. Our business, financial condition, liquidity, results of operations and prospects
may have changed since those respective dates.

TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement
S-1
Prospectus Supplement Summary
S-3
Risk Factors
S-6
Cautionary Statement Regarding Forward-Looking Information
S-8
Use of Proceeds
S-11
Description of the Notes
S-12
https://www.sec.gov/Archives/edgar/data/1326160/000110465919013328/a19-5892_1424b5.htm[3/7/2019 2:13:47 PM]

Material U.S. Federal Income Tax Considerations
S-17
Book-Entry System
S-22
Underwriting (Conflicts of Interest)
S-26
Legal Matters
S-31
Where You Can Find More Information
S-31

Prospectus

Page
References to Additional Information
i
About This Prospectus
i
Forward-looking Statements
ii
The Company
1
Risk Factors
1
Use of Proceeds
2
Ratio of Earnings to Fixed Charges
2
Description of Capital Stock
2
Description of Debt Securities
4
Plan of Distribution
11
Experts
12
Validity of the Securities
12
Where You Can Find More Information
12

Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of these offerings. The second
part, the accompanying prospectus, gives more general information, some of which does not apply to these offerings.

If the description of the offerings varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information contained in or incorporated by reference in this prospectus supplement.

It is important for you to read and consider all information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus in making your investment decision. You should also read and consider the information contained in the documents to
which we have referred you in "Where You Can Find More Information" in this prospectus supplement and the accompanying prospectus.

Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement and the accompanying
prospectus to "Duke Energy," "we," "us" and "our" or similar terms are to Duke Energy Corporation and its subsidiaries.

Notice to Prospective Investors in the European Economic Area

None of this prospectus supplement, the accompanying prospectus or any related free writing prospectus is a prospectus for the purposes
of the Prospectus Directive (as defined below). This prospectus supplement, the accompanying prospectus and any related free writing prospectus
have been prepared on the basis that any offer of the Notes in any Member State of the European Economic Area (the "EEA") which has
implemented the Prospectus Directive (each, a "Relevant Member State") will only be made to a legal entity which is a qualified investor under the
Prospectus Directive ("Qualified Investors"). Accordingly, any person making or intending to make an offer in that Relevant Member State of
Notes which are the subject of one of the offerings contemplated in this prospectus supplement, the accompanying prospectus and any related free
writing prospectus may only do so with respect to Qualified Investors. Neither Duke Energy Corporation nor the underwriters have authorized, nor
do they authorize, the making of any offer of Notes other than to Qualified Investors. The expression "Prospectus Directive" means Directive
2003/71/EC (as amended or superseded), and includes any relevant implementing measure in the Relevant Member State.

Prohibition of Sales to EEA Retail Investors--The Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within
the meaning of Directive (EU) 2016/97, as amended or superseded (the "Insurance Distribution Directive"), where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive.
Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or
https://www.sec.gov/Archives/edgar/data/1326160/000110465919013328/a19-5892_1424b5.htm[3/7/2019 2:13:47 PM]

otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Notice to Prospective Investors in the United Kingdom

The communication of this prospectus supplement, the accompanying prospectus, any related free writing prospectus, and any other document or
materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an
authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended (the "FSMA").
Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials as

S-1
Table of Contents

a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to
investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), or who fall within Article 49(2)(a) to (d) of the Financial
Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons
together being referred to as "relevant persons"). In the United Kingdom, the Notes offered hereby are only available to, and any investment or
investment activity to which this prospectus supplement, the accompanying prospectus and any related free writing prospectus relates will be
engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus
supplement, the accompanying prospectus or any related free writing prospectus or any of their contents.

S-2
Table of Contents

PROSPECTUS SUPPLEMENT SUMMARY

The following summary is qualified in its entirety by, and should be read together with, the more detailed information that is included
elsewhere in this prospectus supplement and the accompanying prospectus, as well as the information that is incorporated or deemed to be
incorporated by reference in this prospectus supplement and the accompanying prospectus. See "Where You Can Find More Information" in this
prospectus supplement for information about how you can obtain the information that is incorporated or deemed to be incorporated by reference
in this prospectus supplement and the accompanying prospectus. Investing in the Notes involves risks. See "Risk Factors" in this prospectus
supplement.

Duke Energy Corporation

Duke Energy, together with its subsidiaries, is a diversified energy company with both regulated and unregulated utility operations. We
conduct business through the following operating business segments: Electric Utilities and Infrastructure, Gas Utilities and Infrastructure, and
Commercial Renewables.

Duke Energy's Electric Utilities and Infrastructure segment conducts operations primarily through the regulated public utilities of Duke
Energy Carolinas, LLC, Duke Energy Progress, LLC, Duke Energy Florida, LLC, Duke Energy Indiana, LLC and Duke Energy Ohio, Inc. Duke
Energy's Electric Utilities and Infrastructure segment provides retail electric service through the generation, transmission, distribution and sale of
electricity to approximately 7.7 million customers within the Southeast and Midwest regions of the U.S. The service territory is approximately
95,000 square miles across six states with a total estimated population of 24 million people. The operations include electricity sold wholesale to
municipalities, electric cooperative utilities and other load-serving entities. Duke Energy's Electric Utilities and Infrastructure segment is also a
joint owner of certain electric transmission projects.

Duke Energy's Gas Utilities and Infrastructure segment conducts natural gas operations primarily through the regulated public utilities of
Piedmont Natural Gas Company, Inc. and Duke Energy Ohio, Inc. Duke Energy's Gas Utilities and Infrastructure segment serves residential,
commercial, industrial and power generation natural gas customers, including customers served by municipalities who are wholesale customers.
Duke Energy's Gas Utilities and Infrastructure segment has over 1.6 million customers, including more than 1.1 million customers located in
North Carolina, South Carolina and Tennessee, and an additional 531,000 customers located within southwestern Ohio and northern Kentucky.

Duke Energy's Commercial Renewables segment primarily acquires, develops, builds, operates and owns wind and solar renewable generation
throughout the continental U.S. The portfolio includes nonregulated renewable energy and energy storage businesses. This segment's renewable
energy includes utility-scale wind and solar generation assets, distributed solar generation assets and a battery storage project, which total 2,991
megawatts across 19 states from 21 wind facilities, 100 solar facilities and one battery storage facility. Revenues are primarily generated by selling
https://www.sec.gov/Archives/edgar/data/1326160/000110465919013328/a19-5892_1424b5.htm[3/7/2019 2:13:47 PM]

the power produced from renewable generation through long-term contracts to utilities, electric cooperatives, municipalities and commercial and
industrial customers. In most instances, these customers have obligations under state-mandated renewable energy portfolio standards or similar
state or local renewable energy goals.

Duke Energy is a Delaware corporation. The address of Duke Energy's principal executive offices is 550 South Tryon Street, Charlotte, North
Carolina 28202-1803 and its telephone number is (704) 382-3853. Duke Energy's common stock is listed and trades on the New York Stock
Exchange under the symbol "DUK."

The foregoing information about Duke Energy is only a general summary and is not intended to be comprehensive. For additional information
about Duke Energy, you should refer to the information described under the caption "Where You Can Find More Information" in this prospectus
supplement.

S-3
Table of Contents

The Offerings

Issuer
Duke Energy Corporation

Securities Offered
We are offering $300,000,000 aggregate principal amount of the Floating Rate Notes and
$300,000,000 aggregate principal amount of the Fixed Rate Notes.

Maturity Dates
The Floating Rate Notes will mature on March 11, 2022. The Fixed Rate Notes will mature on
March 11, 2022.

Interest Rates
The per annum interest rate on the Floating Rate Notes will be reset quarterly based on the three-
month LIBOR plus 65 basis points.

The per annum interest rate on the Fixed Rate Notes will be 3.227%.

Interest Payment Dates
Interest on the Floating Rate Notes will be payable quarterly in arrears on March 11, June 11,
September 11 and December 11 of each year, beginning on June 11, 2019.

Interest on the Fixed Rate Notes will be payable semi-annually in arrears on March 11 and
September 11 of each year, beginning on September 11, 2019.

Ranking
The Notes will be two new series of our direct, unsecured and unsubordinated obligations, ranking
equally in priority with all of our existing and future unsecured and unsubordinated indebtedness
and senior in right of payment to all of our existing and future subordinated debt. At December 31,
2018, we had approximately $16.5 billion of outstanding indebtedness, consisting of approximately
$15.5 billion of unsecured and unsubordinated indebtedness and $1.0 billion of unsecured junior
subordinated indebtedness. Our Indenture (as defined herein) contains no restrictions on the amount
of additional indebtedness that we may issue under it.

The Notes will be structurally subordinated to all liabilities and any preferred stock of our
subsidiaries. At December 31, 2018, our subsidiaries had approximately $39.2 billion of
indebtedness, payment upon approximately $650 million of which is guaranteed by Duke Energy
Corporation. All of such guarantees were granted to the holders of certain unsecured debt of our
subsidiary Duke Energy Carolinas, LLC, in connection with changes in our corporate structure
relating to the closing of our merger with Cinergy Corp. in 2006.

Optional Redemption
We will have the right to redeem the Fixed Rate Notes at any time, in whole or in part and from
time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the
Fixed Rate Notes being redeemed and (2) the sum of the present values of the remaining scheduled
payments of principal and interest on the Fixed Rate Notes being redeemed (exclusive of interest
accrued to the redemption date), discounted to the redemption date on a semi-annual basis
(assuming a 360-day year

S-4
https://www.sec.gov/Archives/edgar/data/1326160/000110465919013328/a19-5892_1424b5.htm[3/7/2019 2:13:47 PM]

Table of Contents

consisting of twelve 30-day months) at the Treasury Rate (as defined herein) plus 15 basis points,
plus, in either case, accrued and unpaid interest on the principal amount of the Fixed Rate Notes
being redeemed to, but excluding, such redemption date.

We may not redeem the Floating Rate Notes prior to their maturity.

No Sinking Fund
There will not be any sinking fund for the Notes.

Use of Proceeds
The aggregate net proceeds from the sale of the Notes, after deducting the respective underwriting
discounts and related offering expenses and giving effect to the underwriters' reimbursement to us,
will be approximately $597.8 million. The aggregate net proceeds from the sale of the Notes are
expected to be used to repay a portion of our outstanding commercial paper and for general
corporate purposes. At February 28, 2019, we had approximately $3.0 billion of commercial paper
outstanding. Our outstanding commercial paper has a weighted average interest rate of
approximately 2.77% per year. We issue commercial paper from time to time to fund our working
capital and other needs and those of our subsidiaries. See "Use of Proceeds."

We expect that the sale of each series of the Notes will take place concurrently. However, the sales
of the Notes are not conditioned upon each other, and we may consummate the sale of one or more
series of Notes and not any of the other series of Notes, or consummate the sales at different times.

Conflicts of Interest
Certain of the underwriters or their affiliates may own some of our commercial paper, the
repayment of which will be funded with the aggregate net proceeds from the sale of the Notes. See
"Underwriting (Conflicts of Interest)--Conflicts of Interest."

Book-Entry
Each series of the Notes will be represented by one or more global securities registered in the name
of and deposited with or on behalf of The Depository Trust Company ("DTC") or its nominee.
Beneficial interests in each series of the Notes will be represented through book-entry accounts of
financial institutions acting on behalf of beneficial owners as direct and indirect participants in
DTC. Investors may elect to hold interests in the global securities through either DTC in the United
States or Clearstream Banking, S.A. ("Clearstream") or Euroclear Bank S.A./N.V., as operator of
the Euroclear System (the "Euroclear System"), in Europe if they are participants in those systems,
or indirectly through organizations which are participants in those systems. This means that you
will not receive a certificate for your Notes and Notes will not be registered in your name, except
under certain limited circumstances described under the caption "Book-Entry System."

Trustee
The Bank of New York Mellon Trust Company, N.A.

Calculation Agent
The Bank of New York Mellon Trust Company, N.A.

Risk Factors
An investment in the Floating Rate Notes involves risks. You should carefully consider the
discussion of risks in "Risk Factors" in this prospectus supplement and the other information in this
prospectus supplement and the accompanying prospectus, including "Cautionary Statement
Regarding Forward-Looking Information" in this prospectus supplement, before making an
investment decision.

S-5
Table of Contents

RISK FACTORS

In addition to the risk factors described below, you should carefully consider the risk factors in our Annual Report on Form 10-K for the year
ended December 31, 2018, which has been filed with the Securities and Exchange Commission (the "SEC") and is incorporated by reference in
this prospectus supplement and the accompanying prospectus, as well as all of the other information included or incorporated by reference in this
prospectus supplement and the accompanying prospectus, before making an investment decision.

Additional Risks Related to the Floating Rate Notes
https://www.sec.gov/Archives/edgar/data/1326160/000110465919013328/a19-5892_1424b5.htm[3/7/2019 2:13:47 PM]

Uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021 may adversely affect the value of the
Floating Rate Notes.

Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations into whether
the banks that contribute to the British Bankers' Association (the "BBA") in connection with the calculation of daily LIBOR may have been under-
reporting or otherwise manipulating or attempting to manipulate LIBOR. A number of BBA member banks have entered into settlements with their
regulators and law enforcement agencies with respect to this alleged manipulation of LIBOR.

Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined or the
establishment of alternative reference rates. For example, on July 27, 2017, the United Kingdom's Financial Conduct Authority announced that it
intends to stop persuading or compelling banks to submit LIBOR rates after 2021. At this time, it is not possible to predict the effect that these
developments, any discontinuance, modification or other reforms to LIBOR or any other reference rate, or the establishment of alternative reference
rates may have on LIBOR, other benchmarks or floating rate debt securities, including the Floating Rate Notes. Uncertainty as to the nature of such
potential discontinuance, modification, alternative reference rates or other reforms may materially adversely affect the trading market for securities
linked to such benchmarks, including the Floating Rate Notes. Furthermore, the use of alternative reference rates or other reforms could cause the
interest rate calculated for the Floating Rate Notes, and consequently the value of the Floating Rate Notes, to be materially lower than expected.

If the Calculation Agent is unable to determine three-month LIBOR based on screen-based reporting or if three-month LIBOR is
discontinued, interest on the Floating Rate Notes will be calculated by alternative means, which could adversely affect the interest rate on the
Floating Rate Notes and the return on, value of and market for the Floating Rate Notes.

Under the terms of the Floating Rate Notes, the interest rate on the Floating Rate Notes is based on three-month LIBOR. If the Calculation
Agent is unable to determine three-month LIBOR based on screen-based reporting of that base rate, except where LIBOR has been discontinued,
LIBOR will be determined on the basis of (i) the rates at which deposits in U.S. dollars for the Interest Period (as defined herein) and in a principal
amount of not less than $1,000,000 are offered to prime banks in the London interbank market or, under certain circumstances, (ii) the rates quoted
by three major banks in New York City for loans in U.S. dollars to leading European banks for that Interest Period and in a principal amount of not
less than $1,000,000. If the Calculation Agent is also unable to obtain suitable quotations, LIBOR for that Interest Period will be the same as
LIBOR as determined for the previous Interest Period.

In addition, if we determine on the relevant Interest Determination Date (as defined herein) that LIBOR for deposits in U.S. dollars having an
index maturity of three months in amounts of at least $1,000,000 has been permanently discontinued, or the reference to LIBOR becomes illegal, or
most other debt obligations similar to the Floating Rate Notes have converted away from LIBOR to a new reference rate, the Calculation Agent
will use, as directed by us, as a substitute for three-month LIBOR, the alternative reference rate selected by the central bank, reserve bank,
monetary authority or similar institution (including any committee or working group thereof) that is consistent with accepted market practice. In
such instances, the Calculation Agent will, as directed by us, make such adjustments to the Alternative Rate (as defined herein) and the spread
thereon to

S-6
Table of Contents

account for the basis between LIBOR and the Alternative Rate, as well as the business day convention, Interest Determination Dates (as defined
herein) and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such Alternative Rate for
floating rate debt securities such as the Floating Rate Notes. If we determine that the three-month LIBOR has been permanently discontinued and
no Alternative Rate has been determined, we may appoint in our sole discretion an independent financial advisor (the "IFA") to determine an
appropriate Alternative Rate, and any Adjustments, and the decision of the IFA will be binding on us, the Calculation Agent, the Trustee and the
holders of the Floating Rate Notes. If, however, we determine that LIBOR has been discontinued, but for any reason an Alternative Rate has not
been determined, LIBOR will be equal to such rate on the Interest Determination Date when LIBOR for deposits in U.S. dollars having an index
maturity of three months in amounts of at least $1,000,000 was last available on BBAM (as defined herein) and, if such page is not available from
the Reuters LIBOR01 Page, as determined by the Calculation Agent. See "Description of the Notes--Interest and Payment--Floating Rate
Notes." Any of the foregoing determinations or actions could result in adverse consequences to the interest rate on the Floating Rate Notes, which
could adversely affect the return on, value of and market for the Floating Rate Notes.

Regulation and reform of interest rate "benchmarks," including LIBOR, may cause such "benchmarks" to perform differently than in the
past, to disappear entirely or to have other consequences which cannot be predicted.

LIBOR and other interest rate, foreign exchange rate and other types of indices which are deemed to be "benchmarks" are the subject of recent
international, national and other regulatory guidance and proposals for reform. Some of these reforms are already effective while others are still to
be implemented. These reforms may cause such "benchmarks" to perform differently than in the past, or to disappear entirely, or have other
https://www.sec.gov/Archives/edgar/data/1326160/000110465919013328/a19-5892_1424b5.htm[3/7/2019 2:13:47 PM]

consequences which cannot be predicted. Any such consequence could have a material adverse effect on the return on, value of and market for the
Floating Rate Notes. Any of the international, national or other proposals for reform or the general increased regulatory scrutiny of LIBOR and
other "benchmarks" could increase the costs and risks of administering or otherwise participating in the setting of such "benchmarks" and
complying with any such regulations or requirements. Such factors may have the effect of discouraging market participants from continuing to
administer or contribute to certain "benchmarks," trigger changes in the rules or methodologies used in certain "benchmarks" or lead to the
disappearance of certain "benchmarks." In particular, changes in the manner of administration of LIBOR could result in adverse consequences to
the interest rate on the Floating Rate Notes, which could adversely affect the return on, value of and market for the Floating Rate Notes.

S-7
Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This prospectus supplement, the accompanying prospectus, and the information incorporated by reference herein and therein, include forward-
looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Forward-looking statements are based on management's beliefs and assumptions and can often be
identified by terms and phrases that include "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan,"
"project," "predict," "will," "potential," "forecast," "target," "guidance," "outlook," or other similar terminology. Various factors may cause actual
results to be materially different than the suggested outcomes within forward-looking statements; accordingly, there is no assurance that such
results will be realized. These factors include, but are not limited to:

·
State, federal and foreign legislative and regulatory initiatives, including costs of compliance with existing and future environmental

requirements, including those related to climate change, as well as rulings that affect cost and investment recovery or have an impact on
rate structures or market prices;

·
The extent and timing of costs and liabilities to comply with federal and state laws, regulations, and legal requirements related to coal ash

remediation, including amounts for required closure of certain ash impoundments, are uncertain and difficult to estimate;

·
The ability to recover eligible costs, including amounts associated with coal ash impoundment retirement obligations and costs related to

significant weather events, and to earn an adequate return on investment through rate case proceedings and the regulatory process;

·
The costs of decommissioning Crystal River Unit 3 and other nuclear facilities could prove to be more extensive than amounts estimated

and all costs may not be fully recoverable through the regulatory process;

·
The risk that the credit ratings of Duke Energy or its subsidiaries may be different from what the companies expect;

·
Costs and effects of legal and administrative proceedings, settlements, investigations and claims;

·
Industrial, commercial and residential growth or decline in service territories or customer bases resulting from sustained downturns of the

economy and the economic health of our service territories or variations in customer usage patterns, including energy efficiency efforts
and use of alternative energy sources, including self-generation and distributed generation technologies;

·
Federal and state regulations, laws and other efforts designed to promote and expand the use of energy efficiency measures and distributed

generation technologies, such as private solar and battery storage, in Duke Energy service territories could result in customers leaving the
electric distribution system, excess generation resources as well as stranded costs;

·
Advancements in technology;

·
Additional competition in electric and natural gas markets and continued industry consolidation;

·
The influence of weather and other natural phenomena on operations, including the economic, operational and other effects of severe

storms, hurricanes, droughts, earthquakes and tornadoes, including extreme weather associated with climate change;

S-8
Table of Contents

·
The ability to successfully operate electric generating facilities and deliver electricity to customers including direct or indirect effects to

https://www.sec.gov/Archives/edgar/data/1326160/000110465919013328/a19-5892_1424b5.htm[3/7/2019 2:13:47 PM]

the company resulting from an incident that affects the U.S. electric grid or generating resources;

·
The ability to obtain the necessary permits and approvals and to complete necessary or desirable pipeline expansion or infrastructure

projects in our natural gas business;

·
Operational interruptions to our natural gas distribution and transmission activities;

·
The availability of adequate interstate pipeline transportation capacity and natural gas supply;

·
The impact on facilities and business from a terrorist attack, cybersecurity threats, data security breaches, operational accidents,

information technology failures or other catastrophic events such as fires, explosions, pandemic health events or other similar occurrences;

·
The inherent risks associated with the operation of nuclear facilities, including environmental, health, safety, regulatory and financial

risks, including the financial stability of third-party service providers;

·
The timing and extent of changes in commodity prices and interest rates and the ability to recover such costs through the regulatory

process, where appropriate, and their impact on liquidity positions and the value of underlying assets;

·
The results of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by various factors,

including credit ratings, interest rate fluctuations, compliance with debt covenants and conditions and general market and economic
conditions;

·
Declines in the market prices of equity and fixed-income securities and resultant cash funding requirements for defined benefit pension

plans, other post-retirement benefit plans and nuclear decommissioning trust funds;

·
Construction and development risks associated with the completion of Duke Energy's or its subsidiaries' capital investment projects,

including risks related to financing, obtaining and complying with terms of permits, meeting construction budgets and schedules, and
satisfying operating and environmental performance standards, as well as the ability to recover costs from customers in a timely manner,
or at all;

·
Changes in rules for regional transmission organizations, including changes in rate designs and new and evolving capacity markets, and

risks related to obligations created by the default of other participants;

·
The ability to control operation and maintenance costs;

·
The level of creditworthiness of counterparties to transactions;

·
Employee workforce factors, including the potential inability to attract and retain key personnel;

·
The ability of our subsidiaries to pay dividends or distributions to Duke Energy Corporation;

·
The performance of projects undertaken by our nonregulated businesses and the success of efforts to invest in and develop new

opportunities;

·
The effect of accounting pronouncements issued periodically by accounting standard-setting bodies;

S-9
Table of Contents

·
The impact of U.S. tax legislation to our financial condition, results of operations or cash flows and our credit ratings;

·
The impacts from potential impairments of goodwill or equity method investment carrying values; and

·
The ability to implement our business strategy, including enhancing existing technology systems.

Additional risks and uncertainties are identified and discussed in our reports filed with the SEC and available at the SEC's website. In light of
these risks, uncertainties and assumptions, the events described in the forward-looking statements included or incorporated by reference in this
https://www.sec.gov/Archives/edgar/data/1326160/000110465919013328/a19-5892_1424b5.htm[3/7/2019 2:13:47 PM]

prospectus supplement and the accompanying prospectus might not occur or might occur to a different extent or at a different time than described.
Forward-looking statements speak only as of the date they are made and we expressly disclaim an obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.

S-10
Table of Contents

USE OF PROCEEDS

The aggregate net proceeds from the sale of the Notes, after deducting the respective underwriting discounts and related offering expenses and
giving effect to the underwriters' reimbursement to us, will be approximately $597.8 million. The aggregate net proceeds from the sale of the
Notes are expected to be used to repay a portion of our outstanding commercial paper and for general corporate purposes. At February 28, 2019,
we had approximately $3.0 billion of commercial paper outstanding. Our outstanding commercial paper has a weighted average interest rate of
approximately 2.77% per year. We issue commercial paper from time to time to fund our working capital and other needs and those of our
subsidiaries. Certain of the underwriters or their affiliates may own some of our commercial paper, the repayment of which will be funded with the
aggregate net proceeds from the sale of the Notes. See "Underwriting (Conflicts of Interest)--Conflicts of Interest."

We expect that the sales of the Floating Rate Notes and the Fixed Rate Notes will take place concurrently. However, the sales of the Floating
Rate Notes and the Fixed Rate Notes are not conditioned upon each other, and we may consummate the sale of one series and not the other, or
consummate the sales at different times.

S-11
Table of Contents

DESCRIPTION OF THE NOTES

General

The following description of the terms of the Notes summarizes certain general terms that will apply to the Notes. The Notes will be issued as
two new series of senior debt securities under an Indenture between us and The Bank of New York Mellon Trust Company, N.A. (formerly known
as The Bank of New York Trust Company, N.A.), as Trustee, dated as of June 3, 2008, as supplemented from time to time, including by the
Twenty-first Supplemental Indenture, to be dated as of March 11, 2019, collectively referred to as the "Indenture."

Please read the following information concerning the Notes in conjunction with the statements under "Description of Debt Securities" in the
accompanying prospectus, which the following information supplements and, in the event of any inconsistencies, supersedes. Capitalized terms not
defined in this prospectus supplement are used as defined in the Indenture or as otherwise provided in the accompanying prospectus.

The Notes are issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof.

The Floating Rate Notes will be issued in an initial aggregate principal amount of $300,000,000 and the Fixed Rate Notes will be issued in an
initial aggregate principal amount of $300,000,000.

We may from time to time, without the consent of existing holders, create and issue further notes having the same terms and conditions as the
Floating Rate Notes or Fixed Rate Notes being offered hereby in all respects, except for the issue date, the issue price and, if applicable, the first
payment of interest thereon and the initial interest accrual date; provided, however, that any such additional notes must be fungible with the then
outstanding Floating Rate Notes or Fixed Rate Notes, as the case may be, for U.S. federal income tax purposes, and any such additional notes,
together with the then outstanding notes of such series, will be taken to constitute the same series of notes under the Indenture.

As used in this prospectus supplement, "business day" means, with respect to the Notes, any day other than a Saturday or Sunday that is
neither a legal holiday in New York, New York nor a day on which banking institutions in New York, New York are authorized or required by law,
regulation or executive order to close, or a day on which the Corporate Trust Office is closed for business.

Ranking

The Notes will be our direct, unsecured and unsubordinated obligations, ranking equally in priority with all of our existing and future
unsecured and unsubordinated indebtedness and senior in right of payment to all of our existing and future subordinated debt. At December 31,
2018, we had approximately $16.5 billion of outstanding indebtedness, consisting of approximately $15.5 billion of unsecured and unsubordinated
indebtedness and $1.0 billion of unsecured junior subordinated indebtedness. Our Indenture contains no restrictions on the amount of additional
https://www.sec.gov/Archives/edgar/data/1326160/000110465919013328/a19-5892_1424b5.htm[3/7/2019 2:13:47 PM]

Document Outline

#1">
- #1">